Revelstone Capital Acquisition Corp - Ordinary Shares (RCAC) Form 4 Revelstone Capital Acquisition / Robin Shah ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

TENOR CAPITAL MANAGEMENT Co., L.P.

(Last) (First) (Middle)

810 SEVENTH AVENUE

SUITE 1905

(Street)

NEW YORK NY 10019

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Revelstone Capital Acquisition Corp. [ RCAC ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
07/27/2023

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock, par value $0.0001 per share	07/27/2023		C		101,250	A	(1)	1,451,250	I	See footnote(2)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Class B Common Stock, par value $0.0001 per share	(1)	07/27/2023		C		101,250		(1)	(1)	Class A Common Stock	101,250	(1)	0	I	See footnote(2)

1. Name and Address of Reporting Person^*

TENOR CAPITAL MANAGEMENT Co., L.P.

(Last) (First) (Middle)

810 SEVENTH AVENUE

SUITE 1905

(Street)

NEW YORK NY 10019

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Tenor Opportunity Master Fund, Ltd.

(Last) (First) (Middle)

810 SEVENTH AVENUE

SUITE 1905

(Street)

NEW YORK NY 10019

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Shah Robin

(Last) (First) (Middle)

810 SEVENTH AVENUE

(Street)

NEW YORK NY 10019

(City) (State) (Zip)

Explanation of Responses:

1. On July 27, 2023, the shares of Class B Common Stock held by the Master Fund (as defined below) were converted into shares of Class A Common Stock on a one-for-one basis pursuant to their terms.

2. The securities reported herein are held by Tenor Opportunity Master Fund, Ltd. (the "Master Fund"). Tenor Capital Management Company, L.P. ("Tenor Capital") serves as the investment manager to the Master Fund. Robin Shah serves as the managing member of Tenor Management GP, LLC, the general partner of Tenor Capital. Each of the Reporting Persons disclaims beneficial ownership of the shares reported herein except to the extent of its or his pecuniary interest therein, if any, and the filing of this Form 4 shall not be construed as an admission that any Reporting Persons is the beneficial owner of any such shares for purposes of Section 16(a) of the Securities Exchange Act of 1934, as amended, or for any other purpose.

	Tenor Capital Management Company, L.P., By: /s/ Robin Shah, Managing Member of its general partner, Tenor Management GP, LLC	08/24/2023
	Tenor Opportunity Master Fund, Ltd., By: /s/ Robin Shah, Authorized Signatory	08/24/2023
	/s/ Robin Shah	08/24/2023
	** Signature of Reporting Person	Date
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